Poor Unfortunate Souls
by Dana'sFairytales
Summary: Ursula's story, how she became the evil seas witch. Links with Once Upon A Time Characters.
1. Chapter 1

Ursula sat on her bed, playing with a doll. The doll was simple but it was her favourite the only thing her mother had left her. She could hear the screams of her step mother in labour echoing through their castle, her father had called her home from where she spent her days on the beach on the island they ruled.

Ursula was bored this had been going on for hours and her eight years had not taught her patience. Her father, Triton, came into her room, and stood there in the doorway staring at her. She looked exactly like her mother, long black hair, intense grey eyes. This sacred him, he had spent her whole life teaching her that magic was evil, but it was in her blood, pulsing through her veins. He often regretted not sending her away after he executed her mother, but she was his daughter. And soon there would be no issue; he would have a real heir.

Ursula noticed her father suddenly and jumped from her bed, and ran to him, wrapping her arms around him.

"Well daddy?" Ursula smiled up at him

"Soon dear." He smiled kissing the top of her head. He took her by the shoulders and pushed her away. He walked over to the window, surveying his kingdom. Ursula looked up at her father and went back to sitting on her bed, she wished she knew what he was thinking, and he was so cold and distant around her.

She loved her step mother, but she was not her real mother, that was something that would never change. Her mother had died when she was a toddler, her father used to tell her the story of how an evil enchantress had killed her mother during child birth to her sister Morgana. But now she was going to have a sibling, and they would all be a happy family. Ursula could not wait. The two of them were in silence listening, thinking of all this child would change.

Then they heard it a baby crying. Triton rushed away, Ursula followed cautiously. She tiptoed down the corridor hearing the laughter of her step mother, her father was cooing. Ursula stopped and peered through the door, there it was a small baby, wrapped in a blue blanket, with sea life embroidered onto it.

Athena, her step mother noticed Ursula hiding in the doorway and motioned to her, Ursula walked in slowly keeping perfect posture. Athena's auburn hair was spread out on the pillow, sweat gleamed on her face.

"Come meet your little sister." She smiled at Ursusla, raising her arms. Triton placed the baby in them. Ursula looked up at her father unsure, he nodded, and she climbed slowly onto the bed to be beside Athena.

Ursula, reached out and held her hand.

"What's her name?" she asked eyes bright

"I think, we will call her Attina" Athena smiled up at her Triton, he nodded in agreement, a smile spreading across his face.

"I must go spread the news." He smiled, and kissed his wife then their daughter on the head and left.

Ursula stared at her little sister.

"Today is truly blessed." She beamed with joy

"Soon waves will not be able to measure the number of days that we treasure ." Athena smiled kissing Ursula on her forehead.

"I want you to always remember that although I did not give birth to you, you are my daughter, just as much as Attina. Do you understand?"

Ursula smiled up at her, eyes brimming with tears. Ursula was so happy, her father had married just over a year ago and everything was now so much better than it had ever been.

Her father returned to see Ursula fast asleep on the bed, as Athena rocked Attina, and sang in front of the window.

Triton scooped up Ursula and carried her to her own room. Laying her gentle on the bed, he went and closed the curtains. Ursula awoke and stared at him.

""Night Dad." She smiled, curling into her blankets.

Triton approached her bed, and took from his pocket, a shell necklace.

"This was your mothers." He said coldly, kissing her on the head, he leaves quickly, longing to be back with his child and wife.

Ursula held the necklace in her hand, it made her feel electric. Putting on, she quickly fell asleep.

In the next eight years five more children were born to Triton and Athena, called Alana, Andrina, Aquata, Arista and Adella. And Athena was again pregnant. With each child Ursula was pushed further and further away, her room became further away from the rest of the family, at events she was pushed to the back. Ursula tried hard not to care, but a growing resentment grew within her. She locked herself away in books, and spent endless on the beach watching her siblings play from afar.

On the day the youngest daughter of Triton was born, Ursula was alone on the beach unwatched by guards. A purple cloud of smoke appeared before her, and Rumpelstiltskin appeared before her.

"Hello dearie." He smiled with his usually flamboyance.

"Who are you?" Ursula replied coldly, she was sixteen years old and was able to look after herself. While her little sisters, father and stepmother spent time as a family, Ursula had explored the castle, found books, read and read, taught herself how to survive on her own, and secretly learnt magic. She now knew her father had let her mother and sister die.

"I'm the Dark One, Rumpelstiltskin, I can see how powerful you are. And I want to teach you."

Ursula looked up at him, her cold eyes burning into him.

"I don't need help, I taught myself. So goodbye."

Ursula waved her hand and the imp disappeared. She saw in the distant her father rushing towards her. Ursula stood and met him halfway along the beach.

"I need you, I know you've learnt magic, and Ariel is dying, I need you to save her."

Ursula looked at her father, and nodded, clenching her jaw then sighed.

"I will go save your latest daughter, but remember all magic comes with a price."

Ursula disappeared in a puff of purple smoke, arriving in her room. She waved her hand, a cauldron and spell book appeared.

Ursula suddenly laughed. They needed her, after all this time, they needed her.

Ursula began flicking through the book, and arrived at a picture of a candle. This was perfect, she could do this, and she could make them all love her.


	2. Chapter 2

Ursula worked away through the night. She stopped and stretched her back cracking, then her neck. She walked over to the window, and saw dawn lighting the ocean, its rays highlighted a ship in the bay. Ursula stares at the ship, peering at it, "The Jolly Rodger", a smile plays on her lips.

A knock on the door disturbs her thoughts. She turns to see Athena standing in the doorway, pale, in her night dress, dark circles around her eyes, she is shaking.

Ursula looks at her, and smiles, pursuing her lips.

"He said you could save my baby. Can you?"

Ursula's eyes meet hers she waits allowing the anticipation to eat away at Athena. She looks like she will collapse at any minute.

"To save a life, you need to sacrifice another…..and I do not yet have a volunteer."

"Me! Let me die in my baby's place! Please."

Ursula laughs and walks over to Athena, touching her cheek with her hand.

"Anything for you….mother."

Ursula watches as tears begin to fall down her cheeks, she turns and walks to the table where the candle rests, she picks it up.

"Don't cry, it would be a pity to spoil your beauty."

Ursula takes a deep breath, she has to be strong, things were only going to get more difficult from here.

She spins around, and holds out the candle.

"Are you ready?"

Athena nods. Ursula motions to the bed. Athena lies down, hands resting on her stomach. Ursula kisses her cheek.

"Your daughter will grow up beautiful and good."

Athena closes her eyes, tears begin to fall.

"Thank you." She smiles up at Ursula.

Ursula takes a deep breath and holds out the candle over Athena's heart. The two wicks light.

"Athena, Athena, Athena" Ursula says trying to keep her voice steady and emotionless. She blows out the flames.

Athena stares up at her; the sound of a baby crying suddenly fills the castle. Athena gasps, happiness spreading across her face. Suddenly pain stabs into Athena's chest, she screams out. Ursula backs away. Athena gaps trying to breath.

Ursula hears Triton shouting out Athena to come quickly. Her father walks into the room, holding Ariel in his arms; he sees Athena and runs to her side, as she breathes her last. He cries out in pain and anguish and turns to Ursula. Leaving Ariel on the bed, he storms across the room to her. Pure rage in his eyes.

"Don't!" Ursula raises her hand stopping her father. "She wanted this. She wanted her daughter to live. She…."

Triton hits her hard across the face mid-sentence; she falls to the ground, the candle rolls away.

"Is that what you used?" Triton grabs her by the hair pulling her to her knees, dragging her over to the candle. "You should have killed yourself. You little bitch."

Ursula grabs the candle.

"I was trying to help. I wanted to do something right." Ursula cries

"You are going to die for this." Ursula disappears in a cloud of smoke reappearing by her cloak and shoulder bag that are hanging by the door.

Triton turns and fixes his eyes on her.

"You better run little girl, if I ever catch you in my kingdom again I will kill you myself."

Triton lunges at her, Ursula disappears tears streaming down her face.

Ursula appears in a town on the main land; she shoves the candle into the bag, and wipes away the tears from her cheeks.

No more magic she decides, she is going to keep her head down, work and look after herself. She looks at her clothing, maybe one last spell; she turns her fine clothes into rags. She walks down the street; a group of men and a woman are strutting down the main street.

The man with his arm around the woman seems familiar to her. The street clears for them, and Ursula keeps her head down. But a man in a red hat notices her looks and stops.

"Hello beautiful women, I am Smee." He kisses her hand, the other walk on, the man and woman laughing as they see Smee flirting.

"I am….." she hesitates, I'm not Ursula anymore, she is dead, and I have to cast aside my old life completely. "I'm Vanessa"

"Well Vanessa, how would you like to come live on a pirate ship."

She looked at him, how could she say no.

"I'd love to." She blushed, Smee took her hand and they followed the others into town. The pirates collected supplies and traded. Vanessa kept back, the woman, Milah was kind to her, but she was still not one of them.

As they sat in the pub drinking, Ursula decided to go outside to think for a while. Sitting there, in the cold air, she felt completely alone, Smee was kind, as were Killian, Milah and the others. But Smee was only interested in her looks, and they did not know her.

She saw purple smoke rising, and there stood Rumpelstiltskin.

"Hello, my dear." He smiled, sitting beside her.

"What do you want?"

"To see how you are. I…."

"Save it, whatever it is you can have it, as long as you promise to leave me alone." Vanessa sighed

Rumpelstiltskin smiled, delight spreading across his face.

"The candle, my dear."

Vanessa reached into her bag, and placed it in his scaly hands; he examined it, and then disappeared in smoke.

Vanessa smiled, now she had nothing left to remind her of her old life, things were going to change for the better. Soon they were all on the The Jolly Rodger ready to set sail for anywhere.

Milah came and stood beside her as the boat pulled out of the harbour. She put her arm round her.

"You'll love it here. I promise. Whatever you want away from, this is your escape."

Vanessa smiled up at Milah, and they stood in silence, as Vanessa said goodbye to her home, family, Ursula and all of her old life.


	3. Chapter 3

**Thanks for all your reviews!**

Vanessa awoke to the sunlight creeping through the deck, and the sound of gulls. This was how she had awoken for the past 2 years. Having fallen asleep in a swaying hammock. Vanessa stretched almost hitting the roof.

She quickly and rushed upstairs. It was a hive of activity they were coming into port. Vanessa smiled at Jacob, the youngest pirate. They liked each other a lot, but Vanessa was scared, she worried his feelings were not real, and she didn't want to risk ruining their relationship.

Milah came to stand beside her. They pulled into the harbour, and Killian summoned his crew around him.

"We have some business to attend to on shore. Vanessa, and Jacob you will stay on board."

This was met with jeers from the crew.

"Silence. Let's go."

Most of the crew patted Jacob on his back as they left. Milah waited and took Vanessa away to the side.

"Don't do anything you can regret, my dear." Milah kissed her forehead and followed the others, Killian wrapped his arm around her waist and they headed off into town.

Jacob came over to Vanessa, and smiled at her. She blushed.

The two of them sat on deck, talking, laughing, and the awkwardness quickly dispersed, and slowly men began to return to the ship. Milah returned without Killian and the three of men sat together as the light began to fade.

"Do you see that?" Jacob whispered pointing; they looked and saw a small round man, sneaking down into the captain's quarters.

"Come on." Milah whispered the three of them drew their swords and followed the man.

Jacob pushed the door open, there stood Smee his hat in his hands.

"Smee?" Vanessa looked at the man, he had left not long after she had arrived, angered by her lack of interest in him.

"Oh hi, I just dropped by to say hello to you all." Smee walked out the room. Milah noticed one of Killian's drawers was not closed properly.

"Give me the hat Smee." She demanded turning her sword on him.

"There is nothing in it Milah."

"Yes there is, you are a criminal, give it."

Smee reluctantly handed her the hat, Vanessa and Jacob kept their swords on him. Milah reached in and pulled out a magic bean.

"Why did you want this?"

"A client offered me a price I couldn't refuse."

Milah shook her head at him, "After all we did for you. Put him in the hold."

Jacob grabbed Smee and led him away. Vanessa walked over to Milah.

"What does it do?"

"It's a magic bean; it creates a portal to another world."

"Why would you want that?"

Milah laughed, and put her arm around Vanessa's shoulders . They went back to sitting on the deck.

"Killian is going to be so mad about this." Milah sighed, rubbing her temple.

Jacob returned and they waited together.

Milah was the first to spot him, limping slightly surrounded by men, all angry. She jumped up and ran to him, embracing him.

"What happened?" She asked, pulling back holding his face in her hands.

"I was attacked by a crocodile."

"What?"

"Your husband, he is the dark one. He challenged me to a dual."

Milah gasped, and turned away from him, leaning on the side of the ship. She closed her eyes and took a deep breath in.

"The rest of you go, Killian we need to talk."

Jacob took Vanessa's hand and led her down to the sleeping quarters. They could hear their raised voices every now and then.

They sat wondering, and then Jacob, turned Vanessa's head towards him, and carefully kissed her.

Vanessa pulled away and smiled at him, touching his cheek with her hand. He started to stand, but she stopped him, and returned his kiss.

The two of them lay together in a hammock, rocking, bodies wrapped around each other, and fell asleep.

They woke to the sound of Killian screaming Milah's name. They ran onto the deck, Milah lay dead on the ground. Killian was standing shocked; his hand was missing, blood discolouring the deck. In front of him stood Rumpelstiltskin, Killian suddenly dug a hook into his chest. The dark one merely laughed

"Killing mes going to take a lot more than that dearie.

"Even demons can be killed, I will find away."

"Well good luck living long enough."

Rumpelstiltskin disappeared in red smoke leaving only the hook, Killian bent and picked it up, looking over at Milah's dead body.

Vanessa stood shocked; Jacob pulled her into his arms.

"We are leaving." Killian gasped, he went over to Milah's body and lifted her into his arms with great difficulty. He carried her into his quarters. He pointed at one of the crew.

"Help me prepare her body. The rest of you prepare the ship to leave. And you…." He pointed at Vanessa, "Clear up all this mess." Killian turned away from them.

"Please Killian don't make me, I…"

"No, I am the Captain, You will do as I say."

Vanessa held back her tears and began to scrub the deck. She saw the blood on her hands, and began to let fat tears roll down her cheeks. Jacob came to stand behind her, the rest of the crew continued prepping the ship to leave.

"Stop."

Vanessa looked up at him, trying to look strong she didn't want him to see her tears.

He stretched out his hand and helped her up.

"We aren't staying on this ship."

"Why?"

"Killian is going to another land with the bean, I don't want to leave, and I don't think you do either."

Vanessa nodded, and smiled.

"The only thing is we….we won't get to be part of Milah's funeral."

"That's okay, I'm sure she wouldn't mind."

Vanessa leaned in a kissed Jacob. Holding hands they went down into the hull, and collected their belongings, then left. No one tried to stop them.

They stood on the shore and watched as the Jolly Rodgers sailed away.

"Now what?" Vanessa smiled at Jacob.

"Now anything."


	4. Chapter 4

Vanessa awoke to Jacob kissing her gently on the head. She opened her eyes and smiled up at him.

He was holding a tray, with scrambled eggs, a cup and a bunch of flowers. Vanessa stretched and pushed herself into a sitting position. He put the tray down, and sat down beside her.

"Morning sleepy head."

"What time is it? Did you get the kids to school?"

"Of course, I can cope when you decide to sleep to mid-day!"

Vanessa curled into him, the past 14 years had been a dream, they lived simply on a farm, and they worked hard and loved each other to much to care about how tired they were.

The twins were now ten years old, Florence, Flo, and Jett. Jacob looked at Vanessa as she began to eat her breakfast. She still looked so young, whereas he feared the lines growing on his face. She looked so happy and peaceful, he hated himself for knowing he was going to ruin it all soon, in a few words.

"When I was in town, I heard some news that I thought might interest you."

Jacob stared down at the bed, playing with the edge of the blanket. Vanessa continued eating, looking confused at her husband.

"What?" she laughed at his awkwardness, mouth full of egg.

"Apparently….King Triton is forcing his youngest daughter into marriage, because she is in love with a commoner."

Jacob looked up at Vanessa, but now it was her that refused to meet his eyes.

"Why would that interest me?"

"V, she is your sister, I thought maybe….."

"You though what? That I'd want to help her? Someone who I've never met, just because of petty gossip. Is that what you thought?" Vanessa scoffed, and moved the tray; she got out of bed, and went over to the wardrobe.

"V, I didn't mean to upset you." Jacob to rose, and came to stand beside her, wrapping his arms around her middle.

Vanessa looked up, trying to hold back tears, as all the memories came flooding back. Vanessa turned to look at him, and rested her head on his chest.

"I know….I know you didn't mean any harm…but you don't understand….that life, Ursula's life is gone."

"But you are Ursula. No, Listen to me." He stopped her from interrupting him. "I know you; you are the woman I feel in love with, mother to my children. And that woman, if she could would help anyone, if she felt they were being forced into something."

Vanessa closed her eyes, of course he was right, but he didn't know the whole truth, how she had killed her stepmother, yes it had destroyed her to do it, but she had still done it. Good people don't use magic, or murder people. She had to this, for him.

"Ok, I'll go home. But only to make sure Ariel is alright, nothing else, no major family reunion, just a check-up."

Vanessa nodded. Jacob smiled at her, and kissed her.

"Now I'm going to get changed, we'll leave tonight."

Vanessa pushed him away, he smiled and taking the tray left. Vanessa collapsed onto the bed, trying to stop herself from sobbing aloud. Why had she agreed to this? She knew the answer, because she could not stand the fought of disappointing Jacob. She was terrified, what would her father do to her? How would Ariel react? Would she even get to see her sister?

All these questions and more swirled in her head. She quietened her worries; she had to practice her magic, check she could actually help once she was there.

It had been 16 years since she had last used magic, but it came back to her easily. Her belongings flew into her bag. Everything was packed and ready to go in less than five minutes.

Vanessa grabbed her bag, and walked out, Jacob met her at the front door, he was holding, two other bags.

"You didn't think I'd let you go alone did you? We are family, we all go together."

Vanessa smiled at him, there was no point arguing. She could get to Triton's Kingdom in a second if they didn't come with her. Perhaps though taking the cart, would be better, it would give her time to plan and think what she was going to say, and how she was going to see her.

Jacob loaded the cart, and they headed into town to pick up the children. Vanessa swopped them up into her arms, as Jacob asked their neighbours to keep an eye on the farm.

The two children cuddled into Vanessa as they rode off, away from their small village, to the seaside, where neither of them had been for years. Jacob kept hidden his own worries, his family had lived in the kingdom on the mainland, and he feared he would see them, but knew it was worth the risk, to let Vanessa help her family.

The two children soon fell asleep, followed quickly by Vanessa, the rocking of the cart, reminding her of days spent sleeping in a hammock on the Jolly Rodger.


	5. Chapter 5

The journey had been long and tiring for all of them. The children were beginning to get very fidgety. They could barely sit still for 5 minutes, and they were fighting bitterly. Vanessa sat between them yawning. They had to be close, she and Jacob had just swapped driving, and Vanessa felt she had gotten the rough end of the deal.

Flo gasped awaking Vanessa from thoughts, she looked at saw it too, the sea, glinting in the sun.

"It's magical!" Flo gasped, Jett stared captivated.

Vanessa smiled, it was, she couldn't deny it. She had always wanted to raise her children by the sea, teach them to swim, sail and fish. Unfortunately she had always been too scared to return to the seaside, scared of what she was not exactly sure.

They arrived at the sea, as the sun began to set. Jacob pulled to a stop near the bridge that leads to King Triton's Kingdom. Jacob turned to look at his family. The two children were asleep; Vanessa had her arms wrapped around them.

"So, what do you want to do?" Jacob smiled

"I think we should find somewhere to stay on the mainland. You can take the kids to the beach tomorrow, while I….well….look into things." Vanessa smiled.

Jacob leaned back and kissed her. They set off again arriving at a small hostel. They carried in Flo and Jett, and laid them on the double bed, covering them in a blanket.

Jacob and Vanessa went outside and sat on a bench, his arm pulling her into him. She rested her head into him, he kissed her forehead.

The sat there in silence, drifting in and out of sleep, until the dawn awoke Vanessa completely. She pushed Jacob away, and walked away. He watched her leaving, pretending he was still asleep.

He knew that talking to her would only make things more difficult for her. He watched as she walked away down to the sea. He headed in doors, to make sure his children were okay. He was going to make sure today was perfect.

Vanessa kept walking until she was over the border and was in the small village surrounding her family castle. She hadn't allowed herself to think, as she knew if she paused she would never make it.

She wandered through the cobbled streets of the town, heading towards the castle; it rested on a hill, by the ocean. The whole place seemed exactly the same as the day she had left.

She avoided making eye contact with the locals; they were beginning to move around, starting the daily business. She tried not to think, pretend she was just going to the beach, pretend that this was not her home, that her family were not so close.

She walked past the castle; it was surrounded by a high wall now, with guards at the entrance. Vanessa stood and stared up at the imposing structure, when she had lived there, it had seemed like a warm, open place. One of the guards noticed her staring and walked over.

"Excuse me? Do you want something?" He said harshly

Vanessa turned to look at him, his eyes looking her up and down. Vanessa shook her head and quickly moved off. His eyes followed her as she went down the coastal path. He had worked in the castle since he was 14, first as a kitchen boy then a guard. Michael, he had been there for the births of all the King's daughters, except one, she had been four years old when he had arrived. He had never forgotten her eyes, how they turned black with emptiness and misery over the years.

That woman's eyes he thought looked like the grey Ursula's eyes had once been. He walked across to the guard's station, all these memories and thoughts moving through his head. He arrived at shouted at one of the younger guards.

"Fetch me Jones, now!"

The guard ran off quickly into the castle.

"Why you want him? What's going on Michael?" One of the guards asked, Michael sat down beside him.

"That woman, I think she's up to something."

"Why you getting Jones involved?"

"Cause he's a witch finder, and that woman has witch eyes."

"what are you talking about?"

"She looks like Ursula."

The other guard stared in disbelief and they sat in silence. They were scared, if Ursula had returned they would all suffer from the wrath of the king. Eventually the guard returned with Jones. Jones was tall, with dark eyes, since living with the king; he had grown fat on excess.

"Which one of you summoned me down here?" he hissed, he hating coming down here to their quarters in the wall, they were dingy and dank.

"Me," Michael stood fearless "I caught a woman surveying the castle; she looked like the King's eldest daughter Ursula, the witch."

Jones nodded. "Where is this woman now? And where is she staying?"

"She went down onto the beach and at a guess, I would say she came from the mainland."

"Right then," Jones smiled, his crooked, yellow teeth glistening "You take a patrol to the mainland, find out where she is staying? If there is anyone with her? If you find her possessions or anyone, bring them to the castle. I in the meantime will go talk to the King."

Jones turned in a pompous manner and marched back up to the castle. Michael turned to the others.

"You heard him, let's go."

Michael and five other guards headed out the gates.

Vanessa sat on the beach, watching the waves roll in and out; she felt 16 years old again. She closed her eyes letting the sun wash over her body.

"Hello."

A voice awoke her from her memories and thoughts. She opened them and saw Athena, she gasped, pulling back from her. The girl in front of her looked exactly like Athena. Vanessa had not been prepared for this, she sat dumbfounded.

"What?" the girl asked confused "Why are you staring at me?"

"I'm sorry, you just look like someone I used to know." Vanessa laughed embarrassed.

"My mother, Athena. Everyone says I look like her." She flopped down on the sand beside Vanessa, "I'm Ariel." She smiled, her eyes alight with happiness.

"I'm Vanessa." Vanessa smiled back, "You're the princess, why are you alone on a beach?"

Ariel blushed, her pale cheeks flushed hiding her freckles.

"Ah." Vanessa smiled "A boy, a boy you shouldn't be seeing."

Ariel looked at Vanessa, surprise crossing her face. She turned to look out to see, and pointed. Vanessa followed her gaze and saw a small fishing boat.

"I'm 16, I have six older sisters, I will never be Queen, but my father doesn't care, he doesn't care that I love him, that I don't want to marry a noble." Ariel burbled letting all her emotions and problems flood out. She had no one to talk to about all this, and something about Vanessa reassured her.

"Ariel, no one can force you to do anything you don't want to." Vanessa tilted her head, to look at Ariel. She smiled, she couldn't believe how grown up and beautiful her baby sister was.

"I don't think I'm strong enough." Ariel sniffed, sadness suddenly over whelming her. Vanessa wrapped her arm around Ariel. Ariel curled into her head resting on her shoulder. "Who are you?" she suddenly asked.

"Just a stranger passing through." Vanessa stuttered nervously, and pulled away from Ariel.

"No, you're not. You said you knew my mother, and….and there is something about you."

Vanessa looked down at the sand, drawing lines with her hands.

"Who are you!?" Ariel jumped up, shouting at Vanessa.

"What's going on?" Ariel turned at the voice to see Eric standing on his small boat that was just pulling into shore.

"It's ok, I'm leaving now anyway." Vanessa jumped up

"Wait," Ariel said commandingly, "I want to know."

Eric pulled the boat onto the shore, and put his arm around Ariel's waist.

"Ariel," Vanessa turned to look at her sister, "I just want to help you, help you get your happy ending."

Understanding flickered across Ariel's face and she nodded.

"I know who you are." A smile broke across her face; she turned to Eric and kissed him quickly on the lips. "Eric, I want you to meet my big sister."


	6. Chapter 6

The three of them sat alone on the beach. Ariel in between Eric's legs, leaning into his muscular frame. Vanessa watched them; their love and affection brought an unbreakable smile to her face.

Vanessa had told Ariel everything, almost everything, the truth of her mother's death was still a secret she was unable to tell.

"I want to meet your family." Ariel smiled turning to look at Vanessa, her skin glowing in the sunlight.

"I'd love you to, but…" Vanessa faltered, how could she make her understand all she was risking.

"My father. I understand. What I don't understand is how you can help me?"

"I have magic, I can make your father accept your relationship with Eric."

Ariel smiled up at Eric, and he kissed her. Worry was in his eyes though, he was fearful of the future, he loved Ariel, with all his heart but could not stand to face the danger this love put him and her in.

"I must return to the castle for lunch." Ariel sighed

"Yeh, I must return to work." Eric smiled.

The two shared a long passionate kiss, then pulled away still clinging to each other. Ariel let go of him first and watched as he climbed into his boat and sailed away.

Ariel turned to Vanessa with a smile.

"Will you come with me to the castle? I'm sure my father will have forgiven your sins, you are his daughter."

"I'm sorry, I can't. I shall meet you again tomorrow, same time?" Vanessa smiled, eyes filled with sadness.

Ariel embraced her, and then ran off down the beach waving carelessly behind her. Vanessa watched her disappear along the sand, and eventually into the walls of the castle.

She turned and began walking back along the beach; she wanted to see her caves, where she had spent hours hiding from life.

As she walked she caught sight of the guards, they stood on they dunes above her watching, and following. There must be five of them.

Vanessa began to play over in her mind as the possible things they had in store for her, and why they had not yet arrested her. That made her nervous, as it meant they were waiting for something to happen, but what? She could disappear right now in a cloud of smoke, but what about her family?

She had no choice she had to go to them, this was going to be on her terms, and she was going to control what happened. Vanessa took a deep breath in restoring her courage, and began to walk up to where the men stood.

She was not alone in her journey, Jones travelled towards the men to, from the castle, he was ready for her to be collected, and wanted to see the look of defeat in her eyes himself. This was his favourite part breaking them down, making them beg and confess. He could barely contain his excitement. Then he saw it, she was standing with the guards, allowing them to arrest her, not fighting one little bit.

He marched quickly, feeling his heart pounding from exertion and hatred.

"Name?" he barked at her, Vanessa leaned back in shock

"Vanessa, no last name."

"Lies." He raised his hand at hit her hard across the face. "What name were you born with?"

Vanessa meet his eyes, they were evil and greedy. She composed herself, making sure she appeared strong and powerful.

"I was born Ursula, daughter of Triton, King of Atlantica."

"Yes, you are. I knew it! Witch!" Jones smiled and licked his greasy lips. "Take her to the prison cells."

Vanessa was led away, she prayed Ariel would defend her release her form the prison. She pondered as they got closer escaping with magic, but again decided against it, she had to prove her innocence, after all she had done nothing wrong.

The prison floor was damp, and pools of sea water had formed. Vanessa was led down through the cavernous prison, to the last cell. Where Jacob hung, hands in shackles, she cried out, but was forced into another cell, where she could only just see him.

The moment the door closed, she realized this cage was not ordinary it blocked magic, now there was no escape.

"Where are my children? Please tell me. Please?" Vanessa begged as the guards headed away from her. They remained icy and silent, not letting a single noise slip that may give her a clue.

Vanessa sat down on the bench, and felt moisture stick to her. Fat tears began to roll down her cheeks, despite her fighting to keep them back.

Jacob groaned and opened his eyes, head ringing from where he had been hit with a truncheon. Vanessa hearing him rushed to the cell door, and stared at him.

"I'm soo sorry, I should never have brought you here." She wept

"This is not your fault, its Triton's and moment he figures out you mean no arm, he'll let us go I know it." Jacob winced, shackled digging into his wrists.

Vanessa could not find the words to respond; she simply shook her head, and bit back the fresh tears forming. She had to find a way out of here. She had to find her babies.

**As always please review. Thank you for review so far you are all too kind! x**


	7. Chapter 7

**Okay, this gets a little dark just to warn you. If you all hate it please say! Thanks for reviewing, following and favouriting, its what keeps me writing.x**

She lay on the dank floor, arm stretched out towards Jacob. He was trying to hide from her how much pain he was in, how his arms ached, and his wrists stung. He had to be strong. Jacob had never felt so guilty in his life, he blamed himself for Florence and Jett being taken, he should have fought harder, got them to run the minute he saw the guards. A naïve part of him had believed they were inviting them to the castle that Vanessa had reunited with her family. And now they were trapped, this was entirely his fault; he had made them come in the first place.

Vanessa heard footsteps echoing around the prison. She pulled herself up, and stood at the bars. She remembered how to act royal, straight back, strong eyes.

Jones approached her cell, two guards behind him. He smiled at them, evil glinting in his eyes, Jacob couldn't raise his head, he tried, but everything ached.

"Where are our children?" Vanessa said emotionless

"You mean the next generation of evil scourge, Flotsam and Jetsam." Jones spat.

Vanessa winced at the pollution of her children's names. Jones noticed it gave him pleasure, hurting her.

"We had to get rid of them, stop them growing up like their evil sorcerer parents."

Realization hit Vanessa like a tidal wave, wiping away all pretence of strength. She screamed, falling to the floor, gripping the bars of her cell. Sobs shook her body, she wanted to stop, but the tears kept coming. She heard Jones sighing and starts to leave.

"Wait!" she screamed "I want to see them. Please."

Jones turned and squatted down in front of her. "No, you can't, as that would only delay the process of getting rid of the bodies."

He rose, and pointed at Jacob.

"Take him down, it's time to question him, see if he will confess to his sins."

"Please, no, he hasn't done anything, I cast a spell on him, and he is not a sorcerer. Please."

Jones laughed. The guards release Jacob letting him fall onto the floor hard.

"You can never trust the words of a witch."

Jones left, behind him followed the guards, dragging Jacob.

"I will find you, I promise." Vanessa screamed after them.

Vanessa sat on the floor alone, sobbing quietly, she felt completely broken. At first she prayed that Ariel would set things straight, rescue her and Jacob. Then she prayed that Jacob would survive, and she could die, she didn't want to struggle on, knowing her babies had been murdered. She couldn't put herself through it. Then Vanessa realised how selfish she was, she deserved to rot in this cell, for the rest of her life, she had brought all this upon herself, but Jacob was innocent, all her thoughts and prayers were now consumed with how to rescue him.

A quiet cough awoke her from her thoughts. Standing by her cell was Michael.

"What do you want Mich?" Vanessa hissed keeping her eyes on the floor.

"You remember me?"

"Of course the kitchen boy, we used to play together. Now what do you want?" Vanessa sighed.

"I thought you would want to be kept informed. Ariel has told King Triton that you tried to use magic on her, to force her to give up the kingdom. A local woman has also testified that she saw Jacob use magic to steal personal belongings in the town. He has been sentenced to death by burning immediately." Michael spoke quickly, guilt flooding every pore of his body.

Vanessa sat there stunned there was nothing left within her to react to yet more news of pain and suffering. She closed her eyes letting it all wash over her.

"Will I get to see him?" she asked quietly

"No, he is being taken to be executed now. You have to believe how sorry I am.I…"

"Shhh, What exactly did little Ariel say?"

Michael shook his head in confusion, he had not expected her to be so cold. Jones had boasted about how she had reacted to the news of her children.

"She said, that you had approached her and her sailing instructor, Eric on the beach. Pretending you wanted to reconcile, then you had offered her, her anything her heart desired, in exchange for the kingdom. She claims you threatened her and told her to go back to the castle and bring gold to you, or she would kill everyone she loved."

Vanessa snorted, the little bitch, too scared to admit what truly happened. She wondered if the girl even knew what the consequences of her lies would be, or if she cared.

"Ursula?" Michael asked timidly

Ursula, yes she was Ursula, Vanessa had been a happy women with something to live for, with dreams and ambitions. She was once again Ursula, alone with no family, someone who would use magic.

"I want to help you. I am going to release you, but after that you must find your own way." Michael said trying to sound confident.

"Thank you." Ursula smiled, faking gratitude.

Michael took out the keys and opened the cell door, Ursula rose, and glided out, she turned to him. A smile on her lips.

"How will you explain this?" she asked

Michael noticed the change in her demeanour, and began to back away. Ursula shook her head, she struck her hand into his chest, pulled out his heart.

"Don't worry, we're friends, I'll save you the effort." She squeezed his heart, watching him writhe, she eventually put him out of his misery, crushing it to dust in her hands.

Ursula stepped over his corpse and made her way up to the castle. No one tried to stop her, they all cowered in fear. She was nearly at the court yard when she smelt it. The scent was nauseating and sweet, putrid and steaky, something like leather being tanned over a flame. The smell can be so thick and rich that she could almost taste it.

Then she saw the smoke rising in dark clouds. She ran forward emerging into the courtyard too late. Jacob was dead, his body burning, face twisted in agony.

Hatred rose from deep within her, they were all going to pay. The guards were the first to notice her, and rushed at her with swords, she sent them flying. Careering into the walls. With a movement of her hand, the flames stopped.

Then clenching her fists, she made a mighty wave rise; it came crashing down on the bridge which connected them to the mainland. Now everyone was trapped with her, and they would all suffer.

Ariel watched from her window the destruction, her sisters around her. King Triton marched in, he too had seen Ursula destroy the bridge. His first concern was getting his daughters away, by any means possible.

"Girls, you are to leave at once, I will arrange boats to take you to safety." His voice boomed, and the girls huddled around him.

"That won't be necessary." Ursula smiled, appearing in purple smoke at the door.

They all stared dumfounded. King Triton had had no intention of ever looking at her again, and he was shocked by how young she still looked, and how like her mother.

"What nothing to say? This is a family reunion." She cackled, "How are you Ariel? Still glad we finally met?"

"Leave my children alone." Triton said rising to his full height, making himself again a mighty king.

"What? Like you left mine alone?" Ursula spat. "I'm going to make you suffer, make you squirm like a worm on a hook. All of you!"

Ursula sent Ariel flying to her feet. "Now my dear little sister, I'm going to give you what you wanted a way to be with your fisherman."

Ariel began to plead, but Ursula silenced her. Ariel's body began to change, shorten, her beautiful skin erupted into scales, her flaming hair falling out in clumps. Her new body lay twitching, unable to breath.

Ursula bent and picked up the fish, and sent it flying into the ocean. The other girls wept, and got down on their knees. King Triton however stood strong, too shocked to speak.

"You will see your kingdom fall, but I will give you what you always wanted a kingdom you can defend from all."

Ursula disappeared. She reappeared in her old room; everything that once made it hers was gone.

She looked out the window, at the view that once comforted her, it still did, from here she could hear the screams of people, see flames erupting in roofs across the city. It comforted her as she knew she had power to do whatever she wanted.

Standing still, the adrenalin began to calm down, and allowed her to feel the searing pain in her right hand. Across it lay a long scratch.

She sighed, now what? She curse was already in motion, did she stay and die with her people. Or should she leave? Leave and do what though?

The decision was rapidly made for her; she stood thinking of her time on the Jolly Rodger and began to play with her mother's necklace, her blood smearing it. From it appeared a dark green whirlpool dragging her away from the destruction she had created.


	8. Chapter 8

**A Bit Short Sorry. Please R&R**

Ursula hit the deck hard, and immediately gasped for air, she felt like she may vomit at any second. Her body was still shaking from falling through the portal. Ursula had no idea what was happening, her immediate though was that she had been struck on the head, but then she smelt the sea air.

She looked up and saw Killian Jones leering over her, surrounded by the crew she had once known so well. They all looked exactly the same.

"How…" was all she was able to muster.

"I think a better question is how did you get here?" Killian smiled

Smee knelt down and supported Ursula.

"Little Vanessa steal some beans? Did Jacob run off with some blonde wench?"

Ursula cast cold eyes at him; he noticed immediately, that she had changed from the sweet young naïve girl he had known.

"It's Ursula now! And Jacob is dead, along with our children." Ursula hissed pulling her arm away from Smee. She stood tall, regal like she had been taught.

"You know my terms you can't stay on the ship without providing me with a service." Jones said coldly.

"Who says I want to be part of your crew? Nice Hook by the way." Ursula smiled and walked over to the side of the deck. The men scattered from her path.

Ursula could feel the magic in her bones, this land was powerful, and she felt that she could have a lot of fun.

"I will offer you a service though, I can travel between lands, I can find out when Rumpelstiltskin is vulnerable. Tell you when to travel back." Ursula smiled, turning to face Hook, eyes glittering.

"I already have Rumpelstiltskin's weakness, it's on the shore, his son."

Ursula laughed "You couldn't hurt a hair on his head, as he will be Milah's son too. Take my offer, or I'll make life very unpleasant for you."

Hook viewed her suspiciously, and then she vanished, reappearing behind him, he span in shock. Anger filling him.

"What do you want in return?" Hook said she was too like the crocodile for his liking; he wanted her off his ship.

"I want you to owe me a favour." Ursula smiled, "Agree?" Hook nodded, "I'll be in touch." Ursula disappeared cackling onto the mainland of NeverLand.

Ursula landed in a small thicket, to the sound of laughter and singing. Peering through the trees she could see them, mermaids in a lagoon, surrounded by caves.

An idea flashed through Ursula's mind, she would stay near these silly immortal creatures. Ursula disappeared in purple smoke into a cave, it was large, and the only entrance a pool of water, that lead out into the lagoon, then to the sea. This would be perfect. She could feel the power of her mother's necklace.

Sitting down, she began to conjure furniture. Alone she started to think of all she had lost, but quickly shook the thoughts out of her head. Now was the time to forget all that had passed and become strong, powerful and look after herself.

She heard the sound of water rippling, she appeared in purple smoke at her pool, there sat a mermaid. Combing her blonde locks. She looked in surprise at Ursula but did not dive away.

"Hello." She said nervously

"Hello, my dear, I'm Ursula, I've just moved in." She smiled, all teeth

"I'm Lucrezia. Why would you want to live here?" the mermaid said snobbishly, slipping back into the water.

"I have powers; I can grant you anything your heart desires." Ursula smiled, "For a small price of course."

Lucrezia looked at her suspiciously and nodded.

"I might be back, but you know I wouldn't wait up. Bye." She dove away back out the cave.

Ursula smiled, this was too easy, if they were all as vain and stupid as this mermaid, it would not be long before she had their souls. If they couldn't pay her, she would take their heart, make herself young again, feed off their immortality. She could be young again, have her life back.


	9. Chapter 9

Ursula sat alone in her cave, years had passed. Her face was illuminated with the red glow of several hearts; they sat on an indent in the cavern wall by her bed. The bodies they had once been housed in had fallen apart, forming weeds at the cave's entrance.

The mermaids were terrified of her cave and of her. But every now and then one would poke its head up, from the pool, and beg for her help. Some wanted to be beautiful, others wanted love, or power. She catered for all but always at a prize. If that prize could not be met she got their heart.

Originally she had planned to devour their hearts, make herself younger, and have a fresh start. But watching the young girl dissolve as she removed her heart, she could not bring herself to destroy the last remaining part of her. The pain in her eyes, had made her think of her children, how they must have suffered at the hands of their captors.

Ursula needed to get out of the cave, away from her thoughts. She picked up a small knife, and sliced open her palm, holding her hand to her necklace, she thought of the ocean city, and felt herself slip through the portal, her stomach swirling.

She arrived on the coast, staring out over a glittering ocean, in front of her was the start of a grand bridge, it was decorated with flowers, and a marble stone blocked what once would have been the walkway.

Ursula leaned down and read the inscription.

"In memory of the people of Atlantica. Who were killed by a tidal wave, conjured by an evil sorcerer. May they rest in peace, in the ocean from which they lived."

Ursula sighed, it didn't give her the satisfaction she had dreamed it would. It wasn't enough knowing they had all died, she had to see it.

She concentrated hard, and cast her mind back in time, casting a spell that would allow her to get the satisfaction of seeing Triton, Jones and the rest of those wretched people suffer.

She stood in the grand hall, the girls were huddled around the altar, praying, crying and begging for protection. Triton sat on his throne. The walls were shaking, and screams echoed throughout the island. No one could escape, the water captured them, pulling them down, keeping them trapped in their homes, in the streets.

Jones marched into the hall.

"My lord, she is gone, I've searched everywhere." He bowed at Tritons feet.

"And the brats?" Triton roared, rising from his throne. His daughters stared at him, fear filling their eyes.

"Still here. What would you like me to do with them?" Jones whimpered, his body tense, expecting a blow.

Ursula watched, confused. It couldn't be.

"Lock them in the cells, let them drown as their mother intended." He sighed and waved his hand, and went back to sit down. His head resting in his hands.

Ursula ran after Jones. In the old nursery sat her two children, playing with toys. They obviously had once been guarded, but the guards had fled at the oncoming apocalypse.

Ursula watched unable to do anything as Jones led her babies into the basement, the water was already up to Jones' knees. The children screamed as he pushed them inside the cell.

"Please let us go! Or at least let my sister go!" Jet cried

Jones shook his head, and stared at the floor.

"I can not watch this." He whimpered

Drawing his sword, he looked at the two children.

"I'm sorry."

He dug the hilt deep into his side, falling as the children cried and screamed.

Ursula turned away, her hands over her ears, she couldn't watch this. She quickly ended the spell, her children's cries echoing in her mind.

She appeared weeping on the shore, her whole body hurt. She had killed her own children.

"My, my. Whatever is the matter dearie?" Rumpelstiltskin cooed.

"My babies, I….I killed them." Ursula cried, body shaking from sobs.

"You've only know figured that out." He chuckled

"What?! You knew this would happen. Didn't you?" Ursula screamed hatred and anger boiling in her blood.

"Well of course, I foresaw this, and I foresaw you helping me create my monster." He smiled "Now, this is the final time I'll over, for you to work with me. What do you say dearie?"

"You Bastard! I'll never help you, I'll kill your monster, I'll make you suffer. That is our only deal!" Ursula spat.

And wiping the remaining blood from her hand onto the necklace, she vanished, through a portal, cackling at Rumpelstiltskin's surprised face.

She heard him screaming how, as she vanished back into her cavern.

Ursula scraped her tears of her face, and went straight to the hearts devouring them greedily.

It felt incredible, her body filling with magic and power. She raised her head, and felt her skin tighten, her eyes brighten, her hair shine and her body fill with energy.

Before she had been playing at evil, now if she wanted revenge against that evil crocodile, who had killed Milah and allowed her children to die, she was going to have to commit. It was time to get serious. She would wait an eternity if she had to, for him to have a weakness she could exploit.

Ursula transformed her cave, a cauldron appeared, dark drapes, steel chests and boxes. She shed her peasant dark green dress, for a long black silky gown, her hair fell from its ponytail into perfect curls, and her eyes darkened.


	10. Chapter 10

**Please Review. Tell what you like what you hate! Thanks**

Cora walked up and down the veranda, a white parasol in her hand. Behind her walked a maid, pushing a pram, containing a few month old Regina.

Regina's cries filled the air, annoying Cora, her face was contorted in anger.

"Shut her up." Cora angrily said. Marching faster.

"I'm sorry your highness, I can't." The maid said fearfully

Cora turned on her, and pushed her chin up with her finger. Revealing a scar down her cheek.

"Do you want another?" Cora hissed "Have it sorted."

Cora turned and left the maid alone. The maid looked to make sure she had left, then lifted Regina into her arms, rocking her back and forth. Regina's cries quickly stopped. The maid sat with Regina in her arms, on a bench.

The maid jumped in fear as purple smoke appeared before her. She feared it was Cora come to punish her. But instead a teenager stood in front of her. She was beautiful with grey eyes and dark hair.

"Cora?" she asked with a voice like silk

"Em, No I'm her nurse maid."she stuttered

"This child, is she Cora's?" She smiled, sitting by the maid, allowing the baby to cling onto her fingers.

"Em, yes. Hers and Prince Henry's. Who are you?" The maid stammered

"How rude of me, I'm Ursula. Are you sure this baby is Henry's? and not say Rumpelstiltskin's?"

The maid pulled away in fear. Ursula leaned forward, taking a strand of her hair and stroking it.

"Sandra, don't be nervous tell me the truth." Ursula smiled, eyes shining, invading Sandra's mind, willing her to tell her everything.

"How do you know my name?" Sandra gasped; Ursula looked at her in anger

"Tell me now."

"No, she's not that imps." Sandra cried, it felt like Ursula was in her mind. Ursula sighed, touching Regina's cheek.

"What a pity. I thought I had him this time."

Sandra's breathing deepened, and she pulled Regina close to her. Ursula stood up, and took Regina from Sandra's arms. Sandra tried to fight but couldn't her body was weak.

"I'm sorry Sandra, but I can't let you go tell Cora about me."

Ursula placed Regina in her pram, and waved her arm over Sandra sending her into a deep sleep. Regina began to scream; Ursula laughed and moved Sandra's body over beside the pram.

"Don't worry dearie, we'll meet again."

Ursula sliced open her hand disappearing back into her cavern. This had not gone how she had planned. Cora was meant to Rumpelstiltskin's weakness, but she had arrived too late. The baby though, she could come in useful, the crocodile had plans for her, and interrupting them could be a brilliant revenge.

Ursula sat fidgeting in her cave, annoyed. It was times like these when she wanted to go to The Lost Boys and take Baelfire, make him suffer, then dump his dead body at Rumpelstiltskin's feet. However her fond memories of Milah prevented her, she couldn't hurt the son of the women who had been like a mother to her.

Besides being with The Lost Boys in many ways was punishment enough. Those who refused to work with the shadow were forced into tunnels and caves below the ground to mine for magic. The others terrorized the inhabitants of Neverland and were generally a nuisance. Baelfire was of course in the mines.

Ursula wanted company, leaving her cave she headed straight to The Jolly Rodger. Captain Hook stood on the deck, watching his crew playing card games and drinking. He was angry, nothing was happening, Ursula hadn't visited in years. Hook was beginning to tire of this land, but he had no way to leave, and not yet the guarantee of revenge.

Ursula appeared behind him, making him jump and turn in anger. Ursula smiled sweetly.

"Hook, darling, did I startle you?" she laughed, and walked past me into the view of the crew, revelling in their attention.

"Ursula, how lovely to see you again. Now do you have some news for me?" Hook asked leaning over her shoulder.

Ursula turned into him. His hook pressed up against her neck.

"Unfortunately no. But only a few years, and I promise we will have our revenge."

Hook shook his head.

"You've been saying that for centuries!" Hook shouted slamming his fist onto the railing Ursula was leaning against. He pushed her head up with his hook.

Ursula just smiled, "Patience is a virtue. One pirates clearly lack. I promise you'll get your revenge."

Ursula pushed him away.

"I'll be back soon." She laughed and disappeared into purple smoke.

Ursula watched the lost boys tormenting a local girl, they pretended at first to be looking for the boy. But soon abandoned the pretence. She turned her head, from the hill she could see almost the whole island. Up here she felt at peace, happy and content.

Ursula heard someone moving behind her, breaking her serenity.

"What do you want dear?" she smiled

"Are you Ursula?" the boy asked timidly

"Yes." She smiled, motioning for him to sit beside her. He did as instructed and they stared out together across the island.

"I need help. I need to destroy the shadow, and get back to my family." He said faking confidence.

Ursula just smiled.

"I can't help you, he's too powerful. You have supplied him with too much magic."

The boy sighed and stood up.

"But I promise, if I can I'll get you away from here, Baelfire."

His eyes filled with tears.

"Thank you." He smiled and ran away, back to his prison.


	11. Chapter 11

Ursula once again was bored, the mermaids who had rarely ever visited her, were now visiting even less. Now they were afraid of her, and she could not blame them, she looked a mess.

She had lost weight, her bones now shone through her pale skin. Her eyes had sunken into her skull; her hair was matted and raggedy. Recently all she could think of was Baelfire. He looked so much like Milah that she hated herself for leaving him to suffer.

She had promised to save him, but a plan of how, had not yet formulated. There was also the problem that when she did eventually leave Neverland it would be to hurt his father. She could not force him to be part of that.

She wondered how long it had been since she had visited the enchanted forest. For all she knew she had missed Rumpelstilitskin's weakness. How angry Killian would be if she had. How angry she would be at herself.

These thoughts plagued her mind but she could not be bothered returning, it just disappointed her, sure she would cause some havoc, but she never got what she wanted. It had been centuries and the desire for revenge was just a bitter pit within her. The bitter voice within her, whispered that it was all her fault, Rumpelstiltskin was just a scapegoat for all the horror she had created.

Ursula wondered if she should go see Killian before she went, but knew it would just raise his hopes, and if she failed his hook may find itself buried in her chest.

She decided she would visit him when she returned regardless of her news, she wanted something to happen. Things were dull, on an island for hundreds of years with the same people soon lost excitement. All she wanted was a little danger that would make today stand out.

Ursula looked down at her hands, now covered in scars, and with a sigh sliced open her hand along an old scar.

She appeared on a hillside, confused she'd been focusing on Rumpelstiltskin and his weaknesses. Then she saw it a young girl on a horse, black hair billowing out behind her. The hill echoed with her giggles and cheers as she leapt a jump. Was this the baby? She wondered, but she was not the dark one's, who on earth was this child his weakness.

"Who are you?" A cold voice from behind her interrupted her thoughts.

Ursula didn't turn around.

"She's beautiful, not very regal though. How old is she now?" She smiled, allowing Cora, to come stand beside her.

"Nearly 10, getting wilder every day." Cora spat angrily.

"You want to be able to control her." Ursula said turning to look at Cora "Then why don't you?"

"I use magic on her, restrain her when she misbehaves, but she now knows nothing comes after the restraining. I have no spells suitable." Cora sighed, she wasn't sure why she was telling all this to this other witch, except she knew she was powerful, and the only magical advice she may ever get again.

"I have a spell. It'll make sure she knows who's in charge. She'll never disobey you again. You'll have power over her." Ursula smiled

"She will be queen one day. I'll have won." Cora smiled and then an afterthought asked "What does the spell do?"

"It creates intense pain, it will not mark her. It will make her stronger, and it will make her fear you and therefore bow to your every whim." Ursula smiled

Cora smiled back, this was perfect, all her spells were too strong or left evidence.

"What's the price?" Cora asked suspiciously

"None, this will benefit the future of all. Your daughter being queen is all I need." Ursula smiled sweetly, and in her hand appeared a small rolled up piece of paper.

Ursula could see it all now; Regina was Rumpelstiltskin's weakness because she would be the one to cast his curse. With her broken he would achieve his ultimate goal. Ursula smiled, Rumpelstiltskin would be cursed, without magic he would be weak; she could have her revenge when he thought he had won.

Cora took the spell and nodded.

"Oh, actually there is one thing; does the dark one have a weakness yet?"

Cora crinkled her brow.

"No, he still lives in his castle weakness free. Why?" Cora asked trying to work out what Ursula was planning.

"No reason." Ursula smiled, sliced her palm and disappeared cackling at the shock on Cora's face.

She was winning; Rumpelstiltskin was going to fall under his own plan. The curse had not yet been created, she knew Rumpelstiltskin was failing at it, she had seen it one time she had snuck into his home. At the time this had filled her with glee, but now she realised she had to make sure he had this curse.

No more distractions with the foolish business of mermaids or pirates. It was time to make the most powerful curse in history. Ursula summoned rocks from the roof of her cavern and filled the pool entrance.

And set herself to work, filling her mind with hatred, remembering all she had lost and all she had suffered. This curse was going to be created by pure hatred.


	12. Chapter 12

**Not sure if I'm going to continue, as thinking of deleting account. So thanks for reviews. xxx**

Ursula emerged from her cavern, spell hidden beneath her skin. If the shadow found of its existence, he would come for her. Try to steal her magic.

Ursula walked through the woods she knew she should go straight to the enchanted forest but she had spent years in that cave perfecting the spell. It had not been easy and she had punished herself thoroughly for each mistake, but now she knew it was right. This was the curse that Rumpelstiltskin had been trying to create, for who knew how long.

She had done it. She whelmed with pride. She had done what he could not, and now she was going to trick him into thinking he would get his happy ending. This was everything she had every worked for. She smiled strolling with a swagger through the trees.

However as always her good mood was destroyed by the sight of Baelfire and a group of boys in front of her. She could tell Baelfire had sold his soul to be part of the lost boys, the mines had proved too much. She wondered what the price had been.

"Where have you been?" Baelfire catcalled as she approached

"In my cave as always." Ursula smiled continuing to walk towards them. "I just got sick of all my visitors."

Baelfire nodded, and the other grasped their weapons. A tall tough looking boy stepped forward.

"Where is it hag?" He said sternly, he obviously disliked the boys that surrounded him, and having to be in charge.

"What?" she smiled tauntingly, she too hated these boys playing at being men. They were mindless thugs for a shadow, trying to boss her around.

"The magic you created. The boss sensed it and wants it." He said pulling his sword.

"Well I wouldn't want to be the messenger that tells him, he can't have it." Ursula sighed, "Goodbye Boys."

She disappeared and reappeared onto The Jolly Rodger. She stood in the captain's quarters; Captain Hook was at his desk, reading a map.

"This better be good." He said, not looking up.

"It is. I bring you good news, that you will only see me once more. And that will be when I visit to say Rumpelstiltskin has a weakness. I am returning to the enchanted forest until then." Ursula said coldly

"Good." was all Hook said in reply, the girl annoyed him, always had. Now she angered him as well, she stank of blood and dampness.

Ursula was a little taken aback by his coldness, but did not allow it to bother her, she had succeeded. If she was still the weak little girl she was before Neverland, she would have been upset by him treating her like a stranger. But she had long since made sure those sorts of emotions did not bother her.

"Goodbye, until we meet again." She nodded and disappeared.

Ursula arrived in Rumpelstiltskins castle, she stood in the entrance, and was bowled over by its grandeur. She stared almost forgetting why she was here. She began to walk through the castle, she had too see all of it.

She entered a library, and was struck in awe, unable to move. She could spend a lifetime here, just reading. It had once been her escape, but she hadn't read since the day she ran from home.

"It's polite to knock dearie." she heard his taunting voice behind her.

She turned a fake smile plastered to her face. He was standing at the entrance, skin glittering. He hadn't changed, he was exactly the imp she remembered. Evil inside and out.

"To what do I owe the pleasure. I was given to understand you had vacated the area." He smiled

"I have something for you." Ursula took a small knife from her side, and carefully opened her arm. She pulled out the small piece of paper, protected by magic. wincing slightly and healed it.

She put her hand out flat, watching him.

"What is it?" he asked beady eyes looking at it carefully.

"Your curse." she smiled

"What price?"

"That you make sure I come with you. I want a new life." Ursula said

Their eyes stared into each others, searching for weakness. Eventually he took the curse from her.

"It's a deal."

Ursula's heart leapt.

"Hows your monster coming along." she asked casually

"Well, I got her to kill another pupil and banish her mother. She's almost ready."

"How about I help her along?" Ursula asked, she wanted to cause havoc, hurt someone, she had been peaceful too long. It was time for some real evil.


	13. Chapter 13

Ursula listened as Rumpelstiltskin boasted about how he had created his monster. Getting her to banish her mother, making her believe her dead love could return, then making her lose him all over again, resulting in her first kill. He went on about how he was training her, but then noticed how bored Ursula appeared.

"What is it dearie?" he asked confused

"Well, not that it's not impressive and all, but you haven't really broken her. I'm the one that got her mother using magic on her. Without which she never would have banished her." Ursula smiled at Rumpelstiltskin, his face filling with rage.

"Oh, don't look like that. I'm going to help." She smiled, "You offered e your help once, this is just me...returning the favour."

Rumpelstiltskin looked at her anger burning in his golden eyes.

"And what are you going to do?"

"What you could never, cause you care about her, because of her mother." Ursula's eyes light up as she speaks, she wants him to hurt her. He doesn't though instead he turns from her, and puts the spell inside a box, then into the wall. Then he appears behind hand moving her hair off her shoulder, then gently stroking her cheek, he replied.

"Go on then. Break her."

"As you wish." She smiled and vanished.

Ursula arrived in a small walled garden. Regina sat back straight, braiding Snow White's hair. The girl was chatting away lively, Regina would occasionally laugh, and share her thoughts.

Ursula watched, a pain panged in her chest, it reminded her of her daughter and the afternoons they used to spend together. She must have gasped at the pain.

As Regina looked up and saw her. She dropped Snow's hair, and stood up, blocking the girl.

"Snow, get inside now." She said harshly.

Snow looked up at her face full of fear, conflicted.

"Go!" Regina shouted. Snow ran leaving the two women staring off.

"You're barely out of your own childhood, and your looking after an old mans child." Ursula smiled, eyes full of sympathy, walking towards Regina.

Regina put her hand up, confused.

"Stay away from me. You know nothing about me."

"I know you can't use magic on me whilst we are here. Otherwise the king will punish you." She continued walking, till she was beside Regina, and began playing with her hair.

"You are beautiful. Recovered from your mother's magical mistreatment of you yet?"

"How did..."

"How do I know about that? Cause I helped her create the spells she used on you."

Regina flinches, closing her eyes for a second and turning her head away.

"What do you want?" Regina hissed, anger and fear swirling within her.

"I want to know about you and the king."

"What?" Regina pulled away.

"Shhh, Don't worry you don't have to say anything."

Ursula grabbed her head, Regina gasped in pain, as she felt Ursula dive through her mind.

_Regina was pulled back to her wedding night. She had been so full of misery and dread. She sat on her bed, wearing a silk night gown. Listening his footsteps echoing down the corridor._

_Nothing can be worse than the torture mother put you through she thought. Be strong. The door opened, and he stumbled in. _

_Regina rose from the bed, he looked her up and down, smiling,_

_"You are truly beautiful, my queen." He slurred, and came towards her. Rough hands sliding over her body, pinching, his lips following, his beard scratching her. _

_Then she was on the bed, dress ripped, him pushing into her. Eventually he rolled of her. Regina lay unable to move. She could not do this every night; she could not let him touch her again._

_"I'm sorry." She heard him whisper_

_She turned to look at him. He was sitting up and getting out the bed._

_"I can't do this. You're too young; you're too like my Snow."_

_Regina pulled away sitting up, her back to him, she felt disgusting. _

_"It's okay." She whispered, she knew in her heart she would never be good enough never be able to please him like his first wife. _

_She was here to be a mother for Snow White, not his lover._

_He had not touched her since that day. She was more like a ward than his queen, and she was grateful for it. She loved Snow, occasionally her mind would wander to what Snow took from her, but she could not hate the girl._

Ursula saw all this and smiling released Regina, she fell in a heap to the ground, breathing heavily, and her head aching.

"Oh dearie, now I know what to do. You've had a relatively easy year, well apart from your training with the dark one. You won't remember this or me." Ursula said, crouching down beside Regina.

Regina looked up at her, fear filling her. Then it all faded, and she was just lying in pain.

Ursula gently kissed her cheek and disappeared, as Snow and guards came running into the garden.

Ursula went straight to King Leopold. She filled him with lust and hatred towards his new bride.

She was going to break Regina, make her hate Snow White, hate King Leopold, make her exactly what Rumpelstiltskin wanted, someone who would be evil enough to cast the curse.

Ursula went to a small village near Rumpelstiltskin's castle. Here she would live quietly until the time was right. Until she could destroy that twisted imp.

**Ok only one or two more chapters until we reach Storybrooke. Please Review, hope you like. **


	14. Chapter 14

At first Ursula stayed away from Rumpelstiltskin but the talk of local peasants began to irritate her. Occasionally she'd cast spells on them, but soon the fun was lost.

So she began visiting him, not often, but every now and then she would go see him, they'd talk, drink occasionally have a meal together. Then he began allowing her to borrow his books.

One night they sat together, Rumpel was spinning and she was reading. They both enjoyed the silence that was not lonely.

But their peace was interrupted by Regin bursting through the door, tears streaming down her olive skin.

"Rumpel, you have to help me." She cried, rushing towards him.

He looked at her coldly as she fell into supplication. Ursula sat silently watching, Regina had not noticed her, otherwise she would be acting differently she would be pretending to be a strong queen.

"You have magic, you have my training, you can help yourself." He smiled, motioning for her to stand.

"I can't, I know how but can't. Please." She begged as he walked back to his spinning wheel.

"You got yourself into this mess."

"Hardly, I cannot say no to the king."

"You know how, get rid of it yourself dearie. Before the king finds out."

Regina looked at the floor, biting her lip, holding in her tears.

"Oh, so you can kill strangers, but not the baby of the man who rapes you." Rumpelstiltskin teases, he was used to her tears now, as she relied on him, after exceptionally painful nights.

"It's not just his though. I can't kill it. I can't keep it though." Regina sighed

"You're all grown up now dearie, you need to learn to sort out your own problems." Rumpelstiltskin said, sitting down and began spinning, ignoring her.

Regina pulled away, she was on her own. Deep down she knew she always had been, but now even he would not help her.

She disappeared in smoke.

"You've really broken her," Ursula smiled

"I know. She's nearly ready."

"Nearly?"

"Yes, just one more thing."

Rumpelstiltskin pulled a lamp out of midair.

"A genie? How will that help?" Ursula asked

"It will be what gets her to kill the king." He laughed.

Ursula looked down, she couldn't come back here again. She was beginning to not hate Rumpelstilskin, but hate with him.

"Good luck and Goodnight." she smiled, disappearing.

She reappeared in a small costal town. She hid herself in a cave, and for the first time cast a spell on herself. A sleeping curse, that would only waken her when Rumpelstiltskin had a weakness. Then she could go to Hook and get all this over with. Too many lifetimes had been wasted waiting.


	15. Last One For a While

**This really isn't going as well as I wanted it too. Taking a break for a while, will probably come back to it.**

Ursula awoke afraid and confused. She was lying in a cell. Sitting on a bed, terrified and backing away from her was, a young brunette.

"Who are you? What do you want?" she cried

Ursula carefully stood up and turned to look at her. Head spinning slightly.

"I'm really not sure how I ended up here, I was with Rumpelstiltskin."

"You know Rumpelstiltskin. You have to tell him I'm here."

"And who are you?"

"Belle."

Ursula smiled.

"Thank you dear."

And with that she was gone, disappearing into purple smoke. And before she arrived once more in the middle of The Jolly Rodger's Deck.

Hook stared at her.

"And where the hell have you been?"

"Around." She smiles, still feeling nausea and pain. "I have news; the crocodile has a weakness, a girl named Belle. And at the moment she is in the prison of The Evil Queen."

"At last." Killian lights up, and pulls a bean from his jacket.

"Wait. I need to do something first." Ursula interrupted "I will be back, please don't leave without me, and remember you owe me a favour."

Hook nodded.

With that Ursula was gone, she appeared in a clearing, where Baelfire sat sharpening a blade.

"Hello Bae. Do you remember what I once promise you?"

"Of course."

"I never break my word." She threw him, her necklace and a vile of her blood.

"Those will take you to other worlds, all you have to do is concentrate."

"Thank you." He beamed and hugged her.

Ursula smiled,

"But promise me, you will be a better man than your father."

"I promise."

Ursula disappeared, but Hook was gone. She quickly returned to the forest, but Baelfire was gone.

She was trapped, she would not get taken in the curse. She let out a blood curdling scream.

They were all going to pay; she would get to them one day. All of them would pay.


End file.
